Instructions and Transactions. 5.1 Agents. CIF will act as Client’s agent in effecting Transactions unless CIF indicates (in the contract note for the relevant Transaction or otherwise) that CIF is acting as principal. Unless otherwise disclosed to Client orally or in writing, CIF and its directors and employees will carry out Instruction and effect transactions for the Account as agent for Client and not as principal. Unless otherwise proved to the contrary, Client acknowledges that any sale or purchase of Securities, Commodities, Futures Contracts and/or Option Contracts effected by CIF pursuant to Client’s Instruction or any Authorized Person on behalf of Client as aforesaid will not result from the selection or advice in the selection of such Securities, Commodities, Futures Contracts and/or Option Contracts by CIF. 5.2 Executing brokers. CIF may instruct executing brokers and overseas brokers and dealers (including Associates of CIF) in its absolute discretion deem fit to execute any Transactions and acknowledges that the terms of business of such executing brokers and overseas brokers and dealers and the applicable Rules of any relevant exchange and/or Clearing System on and through which such Transactions are executed and settled shall apply to such Transactions. 5.3 Instruction. Any one of the Authorized Persons is hereby authorized by Client to give Instruction in relation to the Account on behalf of Client and Client hereby undertakes with CIF from time to time and at all times to ratify and confirm any Instruction whatsoever given or purported to be given by any of the Authorized Persons for and on behalf of Client including without limitation any Instruction which may be given and purported to be given between the revocation. Client hereby agrees that any Instruction given and purported to be given by any of the Authorized Persons for and on behalf of Client after revocation by Client of his authority shall be valid and effectual in favor of CIF if at the time of the receipt of such Instruction CIF does not have actual notice of such revocation.
Appears in 5 contracts
Samples: Securities and Futures Client Agreement, Securities and Futures Client Agreement, Securities and Futures Client Agreement
Instructions and Transactions. 5.1 Agents. CIF 4.1 GNS will act as the Client’s 's agent in effecting Transactions unless CIF GNS indicates (in the combined daily statement which includes the contract note notes and receipts for the relevant Transaction or otherwise) that CIF GNS is acting as principal.
4.2 The Client agrees that GNS shall not be accountable to the Client for any commissions, remuneration, rebates or other benefits which GNS may receive from or offer to any person in respect of any Transaction or business conducted with the Client or on the Client’s behalf.
4.3 The Client agrees that GNS (including GNS’s directors, officers, licensed representatives and employees) does not provide tax, legal or investment advice nor does GNS give advice or offer any opinion or recommendation with respect to the suitability of any Securities or Transactions. Unless otherwise disclosed The Client agrees that the Client, independently and without reliance on GNS, makes his own decisions and judgments with respect to his Instructions. Should the Client orally or in writingneed investment advice from GNS, CIF and its directors and employees will carry out Instruction and effect transactions for a separate agreement has to be made between the Account as agent for Client and not as principal. Unless otherwise proved to GNS.
4.4 The Client or the contrary, Client acknowledges that any sale or purchase of Securities, Commodities, Futures Contracts and/or Option Contracts effected by CIF pursuant to Client’s Instruction or any Authorized Person on behalf of Client as aforesaid will not result from the selection or advice in the selection of such Securities, Commodities, Futures Contracts and/or Option Contracts by CIF.
5.2 Executing brokers. CIF Person(s) may instruct executing brokers and overseas brokers and dealers give Instructions to GNS (including Associates of CIF) which GNS may in its absolute discretion deem fit reject) to execute effect Transactions or other transactions for the Client. GNS may act on such Instructions given orally, in writing or electronically which purport, and which GNS reasonably believes to come from the Client or the Client’s Authorized Person(s) or to have been given on behalf of the Client. GNS will not be under any Transactions and acknowledges duty to verify the capacity of the person(s) giving those Instructions.
4.5 Unless otherwise inform GNS in writing, the Client confirms that the terms of business of such executing brokers and overseas brokers and dealers and Client is the applicable Rules of any relevant exchange and/or Clearing System on and through which such Transactions are executed and settled shall apply to such Transactions.
5.3 Instruction. Any one beneficial owner of the Authorized Persons Securities under his Account free from any lien, charge, equity or encumbrance save as created by or under this Agreement and is hereby authorized by Client to give ultimately responsible for originating the Instruction in relation to all Transactions. If, in relation to any particular Transaction in the Account Client’s Account, the Client is not the person or entity (legal or otherwise) ultimately responsible for originating the Instruction or the person or entity (legal or otherwise) that stands to gain its commercial or economic benefit and/or bear its commercial or economic risk, the Client undertakes and agrees to provide information on behalf the identity, address and contact and other details of such person or entity to GNS before giving the Instruction to GNS. The Client also undertakes and agrees to provide such information to GNS, or direct to the relevant exchange, government agencies or regulators within two (2) Business Days of GNS’s written request and such undertaking and agreement will survive any termination of this Agreement.
4.6 The Client confirms that until such time as GNS receives written notice from the Client to the contrary in respect of one or more specific Transactions, the Client will not give GNS any Instruction to sell securities which is a short selling order (as defined in section 1 of Part 1 of Schedule 1 to the SFO) to be executed at or through the Exchange.
4.7 Without prejudice to clause 4.6 above, in respect of each short selling order to be transacted at or through the Exchange upon the Client’s Instruction, the Client understands the relevant provisions of sections 170 and 171 of the SFO and its related subsidiary legislation and agrees to ensure compliance with the same by the Client and any other relevant persons.
4.8 On all Transactions, the Client will pay GNS's commissions and charges, as notified to the Client, as well as applicable fees and levies imposed by the Exchange and/or the SFC, and all applicable stamp duties. GNS may deduct such commissions, charges, levies, fees and duties from the Account. The Client acknowledges and agrees that the commission rates and fees are determined and set solely by GNS, the Exchange, the SFC and other government agencies, and are subject to change at any time.
4.9 GNS may determine the priority in the execution of the Client’s Instructions having due regard to market practice, applicable regulations and fairness to all Clients.
4.10 GNS may, without prior notice to the Client, combine for execution the Client’s Instructions with the Instructions of other Clients. This may result in a more favorable or less favorable price being obtained for the Client than executing the Client’s Instructions separately. Where there are insufficient Securities to satisfy the Instructions so combined, the Transactions will be allocated between Clients with due regard to market practice and fairness to Clients.
4.11 GNS will not be liable for any delay or failure in the transmission of Instructions due to breakdown or collapse of communication facilities or for any other delay or failure beyond the control of GNS.
4.12 By reason of physical restraints and rapid changes of Securities prices, GNS may not always be able to execute the Client’s Instructions in full or at the prices quoted at any specific time or “at best” or “at market” and the Client agrees to be bound by such executions.
4.13 All Instructions in respect of the transactions in the Securities traded on the Exchange given by the Client are good for the day on which they were given. They will be automatically cancelled if not executed by the close of trading on the Exchange or such other expiration date required by the Exchange. GNS may execute these Instructions at any time prior to their automatic cancellation or receipt of cancellation Instructions, and the Client accepts full responsibility for the Transactions so executed.
4.14 The Client may request to cancel or amend their Instructions in respect of the Transactions but GNS may at its discretion (such discretion not to be exercised in an unreasonable manner) refuse to accept any such request. These Instructions may be cancelled or amended only before execution. Cancellation of market Instructions is rarely possible as they are subject to immediate execution. In the case of full or partial execution of the Client’s Instructions before cancellation, the Client accepts full responsibility for the executed Transactions and GNS shall incur no liability in connection therewith.
4.15 The Client understands and agrees that GNS may use a telephone record system to record conversations and Instructions with the Client and the Client’s Authorized Persons. The Client acknowledges and warrants that each Authorized Person also consents to such recording.
4.16 The Client may request GNS to subscribe for Securities offerings on the Client’s behalf. GNS may be required to provide warranty or make representation in respect of such application, including but not limited to the following:
(a) that GNS has due authority to make such application on the Client’s behalf;
(b) that no other application is being made for the Client’s benefit whether by the Client himself or by any other person other than the application submitted on the Client’s behalf. The Client hereby undertakes with CIF from time expressly authorizes GNS to time provide such warranty and at all times representation to ratify and confirm the Exchange or issuer of the relevant Securities. The Client acknowledges that the aforesaid declaration will be relied upon by the issuer of the relevant Securities in deciding whether or not to make any Instruction whatsoever given or purported allotment of Securities in response to the application made by GNS as the Client’s agent.
4.17 At the Client’s request, GNS may provide financial accommodation to facilitate the subscription of Securities offerings, and, where applicable, for the continued holding of those Securities under a separate agreement to be given by any of the Authorized Persons for and on behalf of Client including without limitation any Instruction which may be given and purported to be given made between the revocationClient and GNS.
4.18 The Client understands that GNS generally does not accept stop-loss orders. If such orders are accepted, GNS does not guarantee the execution of such orders.
4.19 The Client hereby agrees that GNS may, in its discretion and without giving the Client prior notice, prohibit or restrict the Client’s ability to trade Securities through the Account. The Client agrees that GNS is not liable for any Instruction given and purported to be given by any of the Authorized Persons for and on behalf of Client after revocation by Client of his authority shall be valid and effectual in favor of CIF if at the time of the receipt losses and/or damages, actual or hypothetical, as a result of such Instruction CIF does not have actual notice restrictions.
4.20 If GNS solicits the sale of such revocationor recommend any Financial Product to the Client, the Financial Product must be reasonably suitable for the Client having regard to the Client’s financial situation, investment experience and investment objectives. No other provision of this Agreement or any other document GNS may ask the Client to sign and no statement GNS may ask the Client to make derogates from this clause.
Appears in 2 contracts
Samples: Securities Trading Agreement, Securities Trading Agreement
Instructions and Transactions. 5.1 Agents. CIF 4.1 OPSL will act as the Client’s 's agent in effecting Transactions unless CIF OPSL indicates (in the combined daily statement which includes the contract note notes and receipts for the relevant Transaction or otherwise) that CIF OPSL is acting as principal.
4.2 The Client agrees that OPSL shall not be accountable to the Client for any commissions, remuneration, rebates or other benefits which OPSL may receive from or offer to any person in respect of any Transaction or business conducted with the Client or on the Client’s behalf.
4.3 The Client agrees that OPSL (including OPSL’s directors, officers, licensed representatives and employees) does not provide tax and legal advice. Unless otherwise disclosed If OPSL (including OPSL’s directors, officers, licensed representatives and employees) solicit the sale of or recommend any financial product to you, the financial product must be reasonably suitable for you having regard to your financial situation, investment experience and investment objectives. No other provision of this agreement or any other document we may ask you to sign and no statement we may ask you to make derogates from this clause. Should the Client orally or in writingneed investment advice from OPSL, CIF and its directors and employees will carry out Instruction and effect transactions for a separate agreement has to be made between the Account as agent for Client and not as principal. Unless otherwise proved to OPSL.
4.4 The Client or the contrary, Client acknowledges that any sale or purchase of Securities, Commodities, Futures Contracts and/or Option Contracts effected by CIF pursuant to Client’s Instruction or any Authorized Person on behalf of Client as aforesaid will not result from the selection or advice in the selection of such Securities, Commodities, Futures Contracts and/or Option Contracts by CIF.
5.2 Executing brokers. CIF Person(s) may instruct executing brokers and overseas brokers and dealers give Instructions to OPSL (including Associates of CIF) which OPSL may in its absolute discretion deem fit reject) to execute effect Transactions or other transactions for the Client. OPSL may act on such Instructions given orally, in writing or electronically which purport, and which OPSL reasonably believes to come from the Client or the Client’s Authorized Person(s) or to have been given on behalf of the Client. OPSL will not be under any Transactions and acknowledges duty to verify the capacity of the person(s) giving those Instructions.
4.5 Unless otherwise inform OPSL in writing, the Client confirms that the terms of business of such executing brokers and overseas brokers and dealers and Client is the applicable Rules of any relevant exchange and/or Clearing System on and through which such Transactions are executed and settled shall apply to such Transactions.
5.3 Instruction. Any one beneficial owner of the Authorized Persons Securities under his Account free from any lien, charge, equity or encumbrance save as created by or under this Agreement and is hereby authorized by Client to give ultimately responsible for originating the Instruction in relation to all Transactions. If, in relation to any particular Transaction in the Account Client’s Account, the Client is not the person or entity (legal or otherwise) ultimately responsible for originating the Instruction or the person or entity (legal or otherwise) that stands to gain its commercial or economic benefit and/or bear its commercial or economic risk, the Client undertakes and agrees to provide information on behalf the identity, address and contact and other details of such person or entity to OPSL before giving the Instruction to OPSL. The Client also undertakes and agrees to provide such information to OPSL, or direct to the relevant exchange, government agencies or regulators within two (2) Business Days of OPSL’s written request and such undertaking and agreement will survive any termination of this Agreement.
4.6 The Client confirms that until such time as OPSL receives written notice from the Client to the contrary in respect of one or more specific Transactions, the Client will not give OPSL any Instruction to sell securities which is a short selling order (as defined in section 1 of Part 1 of Schedule 1 to the SFO) to be executed at or through the Exchange.
4.7 Without prejudice to Clause 4.6 above, in respect of each short selling order to be transacted at or through the Exchange upon the Client’s Instruction, the Client understands the relevant provisions of sections 170 and 171 of the SFO and its related subsidiary legislation and agrees to ensure compliance with the same by the Client and any other relevant persons.
4.8 On all Transactions, the Client will pay OPSL's commissions and charges, as notified to the Client, as well as applicable fees and levies imposed by the Exchange and/or the SFC, and all applicable stamp duties. OPSL may deduct such commissions, charges, levies, fees and duties from the Account. The Client acknowledges and agrees that the commission rates and fees are determined and set solely by OPSL, the Exchange, the SFC and other government agencies, and are subject to change at any time.
4.9 OPSL may determine the priority in the execution of the Client’s Instructions having due regard to market practice, applicable regulations and fairness to all Clients.
4.10 OPSL may, without prior notice to the Client, combine for execution the Client’s Instructions with the Instructions of other Clients. This may result in a more favorable or less favorable price being obtained for the Client than executing the Client’s Instructions separately. Where there are insufficient Securities to satisfy the Instructions so combined, the Transactions will be allocated between Clients with due regard to market practice and fairness to Clients.
4.11 OPSL will not be liable for any delay or failure in the transmission of Instructions due to breakdown or collapse of communication facilities or for any other delay or failure beyond the control of OPSL.
4.12 By reason of physical restraints and rapid changes of Securities prices, OPSL may not always be able to execute the Client’s Instructions in full or at the prices quoted at any specific time or “at best” or “at market” and the Client agrees to be bound by such executions.
4.13 All Instructions in respect of the Transactions given by the Client are good for the day on which they were given. They will be automatically cancelled if not executed by the close of trading on the Exchange or such other expiration date required by the Exchange. OPSL may execute these Instructions at any time prior to their automatic cancellation or receipt of cancellation Instructions, and the Client accepts full responsibility for the Transactions so executed. 客戶協議書 | 2017/2.0_APRIL 2017
4.14 The Client may request to cancel or amend their Instructions in respect of the Transactions but OPSL may at its discretion (such discretion not to be exercised in an unreasonable manner) refuse to accept any such request. These Instructions may be cancelled or amended only before execution. Cancellation of market Instructions is rarely possible as they are subject to immediate execution. In the case of full or partial execution of the Client’s Instructions before cancellation, the Client accepts full responsibility for the executed Transactions and OPSL shall incur no liability in connection therewith.
4.15 The Client understands and agrees that OPSL may use a telephone record system to record conversations and Instructions with the Client and the Client’s Authorized Persons. The Client acknowledges and warrants that each Authorized Person also consents to such recording.
4.16 The Client may request OPSL to subscribe for Securities offerings on the Client’s behalf. OPSL may be required to provide warranty or make representation in respect of such application, including but not limited to the following:
(a) that OPSL has due authority to make such application on the Client’s behalf;
(b) that no other application is being made for the Client’s benefit whether by the Client himself or by any other person other than the application submitted on the Client’s behalf. The Client hereby undertakes with CIF from time expressly authorizes OPSL to time provide such warranty and at all times representation to ratify and confirm the Exchange or issuer of the relevant Securities. The Client acknowledges that the aforesaid declaration will be relied upon by the issuer of the relevant Securities in deciding whether or not to make any Instruction whatsoever given or purported allotment of Securities in response to the application made by OPSL as the Client’s agent.
4.17 At the Client’s request, OPSL may provide financial accommodation to facilitate the subscription of Securities offerings, and, where applicable, for the continued holding of those Securities under a separate agreement to be given by any of the Authorized Persons for and on behalf of Client including without limitation any Instruction which may be given and purported to be given made between the revocationClient and OPSL.
4.18 The Client understands that OPSL generally does not accept stop-loss orders. If such orders are accepted, OPSL does not guarantee the execution of such orders.
4.19 The Client hereby agrees that OPSL may, in its discretion and without giving the Client prior notice, prohibit or restrict the Client’s ability to trade Securities through the Account. The Client agrees that OPSL is not liable for any Instruction given and purported to be given by any of the Authorized Persons for and on behalf of Client after revocation by Client of his authority shall be valid and effectual in favor of CIF if at the time of the receipt losses and/or damages, actual or hypothetical, as a result of such Instruction CIF does not have actual notice of such revocationrestrictions.
Appears in 2 contracts
Samples: Client Agreement, Client Agreement
Instructions and Transactions. 5.1 Agents. CIF 4.1 GNF will act as the Client’s 's agent in effecting Transactions unless CIF GNF indicates (in the contract note for periodic statement which details the relevant Transaction or otherwise) that CIF GNF is acting as principal.
4.2 The Client agrees that GNF shall not be accountable to the Client for any commissions, remuneration, rebates or other benefits which GNF may receive from or offer to any person in respect of any Transaction or business conducted with the Client or on the Client’s behalf.
4.3 The Client agrees that GNF (including GNF’s directors, officers, licensed representatives and employees) does not provide tax, legal or investment advice nor does GNF give advice or offer any opinion or recommendation with respect to the suitability of any Transactions. Unless otherwise disclosed The Client agrees that the Client, independently and without reliance on GNF, makes his own decisions and judgments with respect to his Instructions. Should the Client orally or in writingneed investment advice from GNF, CIF and its directors and employees will carry out Instruction and effect transactions for a separate agreement has to be made between the Account as agent for Client and not as principal. Unless otherwise proved to GNF.
4.4 The Client or the contrary, Client acknowledges that any sale or purchase of Securities, Commodities, Futures Contracts and/or Option Contracts effected by CIF pursuant to Client’s Instruction or any Authorized Person on behalf of Client as aforesaid will not result from the selection or advice in the selection of such Securities, Commodities, Futures Contracts and/or Option Contracts by CIF.
5.2 Executing brokers. CIF Person(s) may instruct executing brokers and overseas brokers and dealers give Instructions to GNF (including Associates of CIF) which GNF may in its absolute discretion deem fit reject) to effect Transactions or other transactions for the Client. GNF may act on such Instructions given orally, in writing or electronically which purport, and which GNF reasonably believes to come from the Client or the Client’s Authorized Person(s) or to have been given on behalf of the Client. GNF will not be under any duty to verify the capacity of the person(s) giving those Instructions.
4.5 GNF is hereby authorized to buy, sell, close out and/or otherwise dispose of futures and options for the Account in accordance with and in reliance on the Instructions, but GNF shall be entitled, at its sole and absolute discretion to refuse to accept any Instruction and shall not be obliged to give reasons for such refusal and shall not be liable to the Client for any loss arising out of or in connection with its not accepting or acting on any Instructions or omitting to notify the Client of such refusal. Without prejudice to the generality of the foregoing, GNF may refuse to so act:
(a) if any Instructions are unclear or if GNF receives conflicting Instructions, or if GNF believes, in good faith, that Instructions are fraudulent, forged or unauthorized or that acting on any Instructions may be in breach of any law or regulation applicable to the Client, the Authorized Person and/or GNF or;
(b) unless it is satisfied that the Client has provided GNF with sufficient immediately available funds or Commodities to settle the relevant Transaction. The relevant funds or Commodities will not be regarded as immediately available until GNF has actually received them free from any conditions or encumbrances. The Client irrevocably authorizes GNF and its licensed representatives to execute or otherwise give effect to each Instruction for the settlement of the Account or of a Futures or Options Transaction executed on behalf of the Client pursuant to the Agreement, including the deposit or transfer of amounts of the net proceeds to the Client’s bank account designated in the Account Opening Form or other bank account(s) designated by the Client or arranging for the cheque(s) for the net proceeds drawn in favor of the Client for personal collection by or delivery to the address specified by the Client, at the Client’s risk.
4.6 GNF may in its sole discretion determine the priority in the execution of Instructions having due regard to market practice, applicable regulations and fairness to all clients.
4.7 If GNF shall not be able to enter into such number of Futures Contracts or Option Contracts as specified in an Instruction, GNF may, without prior notice to the Client, enter into such smaller number of Futures Contracts or Option Contracts as it deems appropriate in the circumstances for the Client. The Client shall be bound by such contracts so entered into.
4.8 GNF will not be liable for delays or failure in the transmission of Instructions due to breakdown, collapse, malfunction or interruption of communication facilities or for any other delay or failure beyond the control of GNF.
4.9 By reason of physical restraints and/or rapid changes of spot and futures prices or market conditions, GNF may not always be able to execute Instructions in full or at the prices quoted at any specific time or “at best” or “at market” and the Client agrees to be bound by such executions effected in good faith by GNF on behalf of the Client. GNF shall not be liable for any delay or failure to execute any Transactions Instruction in full for the reasons contemplated in this clause.
4.10 Request to cancel or amend an Instruction is only possible before it has been executed and acknowledges that is subject to acceptance by GNF (such acceptance not to be unreasonably withheld). In the terms case of business of such executing brokers and overseas brokers and dealers and the applicable Rules full or partial execution of any relevant exchange and/or Clearing System on and through Instruction before the request for cancellation has been accepted by GNF, the Client agrees to accept full responsibility for the Transactions which such Transactions are executed and settled shall apply to such Transactions.
5.3 Instruction. Any one of the Authorized Persons is hereby authorized effected by Client to give Instruction in relation to the Account GNF on behalf of the Client in accordance with the Agreement. Instructions are, unless accepted by GNF for cancellation or amendment, good for the trading day on which it was received by GNF and shall lapse if not executed by the end of such trading day unless otherwise agreed by GNF.
4.11 It is the responsibility of the Client to check with GNF as to whether any of his Instructions has been executed. Following execution of an Instruction, GNF will send a confirmation of Transaction, periodic statements summarizing the Transactions effected through the Account over the period covered by the relevant periodic statement, and such other receipts or records, in each case in accordance with the applicable laws, regulations and Code of Conduct. However, GNF may not send any periodic statement if there is no Transaction or revenue or expense item in the Account and the Account does not have any outstanding balance or holding of positions or collateral during the relevant period. Save and except for such confirmation of Transaction and periodic statements, GNF shall not be obliged to notify the Client separately as to whether an Instruction has been executed. The Client agrees to receive any confirmation of Transaction, periodic statement, receipt or record by post or electronic means. The Client further agrees that it is the Client’s sole responsibility to ensure that every confirmation of Transaction and periodic statement is received in due time according to the ordinary course of transmission and to immediately enquire with and obtain the same from GNF if not duly received. The Client undertakes to verify the correctness of each confirmation of Transaction within 24 hours and each periodic statement within 7 days from the receipt thereof and to notify GNF within relevant time limit of any discrepancies, omissions or errors alleged by the Client. If GNF does not receive any such notification from the Client within the relevant time limit, GNF’s records and details of the confirmation of Transaction or periodic statement shall, in the absence of any manifest errors, be conclusive and binding on the Client without further proof.
4.12 The Client hereby undertakes agrees that GNF may use voice recording procedures in connection with CIF from time to time and at all times to ratify and confirm any Instruction whatsoever given communications between the Client or purported to be given by any of the Authorized Persons and GNF and any such voice record shall constitute conclusive and binding evidence of the Instructions or conversations so recorded.
4.13 GNF may, without prior reference to the Client and subject to any applicable laws, regulations and Code of Conduct, combine for execution the Client’s Instructions with the orders of other clients, GNF’s own orders, the orders of any Affiliates or any other person related to GNF. Where there are insufficient Futures Contracts or Option Contracts to satisfy the orders so combined, the Transactions shall be allocated in accordance with applicable laws, regulations and Code of Conduct always giving priority to orders of the clients of GNF over those of GNF or its Affiliates or related persons and with due regard to the time sequence in which such orders were received by GNF.
4.14 GNF shall upon request provide or procure to provide to the Client product specifications and any prospectus or other offering document in relation to any derivative products which the Client instructs GNF to purchase or sell on the Client’s behalf pursuant to the terms of the Agreement.
4.15 The Client acknowledges and agrees that, subject to the provisions of the SFO and any applicable laws, regulations and Code of Conduct, GNF may take the opposite position to the Client’s Instruction in relation to any Transaction, whether on GNF’s own account or for the account of any of its associated company or other clients of GNF, provided that such trade is executed competitively on or through the facilities of HKFE in accordance with the HKFE Rules or the facilities of any other commodities, futures or options exchange in accordance with the rules of such other exchange.
4.16 The Client further acknowledges and agrees that GNF may (without the prior consent from the Client) effect Transactions for or on behalf of the Client through the agency of and/or with a counterparty which is related to GNF whether directly or indirectly (or through or with another Client of GNF) even if a conflict of interest may arise. GNF may also (without the prior consent from the Client) effect transactions for or on behalf of the Client in which GNF or its Affiliates has a direct or indirect interest (whether material or not), including but not limited to acting as agent for another party; acting as principal in selling its own property; receiving and retaining commission from other parties to a Transaction and/or from the Client; executing a Transaction with prior knowledge of other related Transactions; being a holder, dealer or market maker in Futures and Options or other investments purchased or sold by the Client, or otherwise participating in or having an interest in the underlying property of Futures and Options. GNF shall take all reasonable steps to ensure the Client receives fair treatment in the event that GNF has any such interest or in the event of an actual or potential conflict arising.
4.17 The Client further acknowledges that GNF is bound by the HKFE Rules which permits the HKFE or the Chief Executive (as defined in HKFE Rules) of the HKFE to take steps to limit the positions or require the closing out of contracts on behalf of Client including without limitation any Instruction who in its or his opinion is accumulating positions which are or may be given detrimental to any particular market or markets established and purported operated by the HKFE or which are or may be capable of adversely affecting the fair and orderly operation of any such market or markets as the case may be.
4.18 Transactions in exchange traded Futures and Options shall be subject to be given between the revocation. Client hereby agrees that any Instruction given and purported to be given by any rules of the Authorized Persons relevant markets and exchanges. GNF is required, upon the request of HKFE or SFC, to disclose the name, beneficial identity and such other information concerning the Client as HKFE or SFC may require and the Client agrees to provide such information concerning the Client as GNF may require in order for GNF to comply with this requirement and in the event GNF fails to comply with the disclosure requirement under Rule 606(a) or 613 (a) of the HKFE Rules, the Chief Executive of the HKFE may require the closing out of positions on behalf of the Client after revocation by Client or the imposition of his authority shall be valid and effectual in favor of CIF if at a Margin surcharge on the time positions of the receipt Client. In respect of Futures or Options Transactions which are executed in markets other than those operated by HKFE, such Transactions will be subject to the rules, regulations, practices and customs of such Instruction CIF does other markets with the result that the Client may have a markedly different level and type of protection in relation to such Transactions as compared to the level and type of protection afforded by the HKFE Rules.
4.19 GNF is not have actual under any duty to disclose to the Client any information which may come to the notice of such revocationGNF in the course of its acting in any capacity for any other person.
4.20 If GNF solicits the sale of or recommend any Financial Product to the Client, the Financial Product must be reasonably suitable for the Client having regard to the Client’s financial situation, investment experience and investment objectives. No other provision of this Agreement or any other document GNF may ask the Client to sign and no statement GNF may ask the Client to make derogates from this clause.
Appears in 2 contracts
Samples: Terms and Conditions for Futures and Options Trading, Terms and Conditions for Futures and Options Trading
Instructions and Transactions. 5.1 AgentsEach Instruction given by the Member and each Authorised User and/or Authorised System, as appropriate, shall be in accordance with this Access Agreement and also with the Membership Agreement unless expressly stated otherwise in this Access Agreement. CIF The provision of the Underlying Services by LCH to the Member shall at all times be governed by the terms and conditions of the Membership Agreement. The Member is only permitted to enter Instructions in connection with those Transactions which it is permitted to carry out pursuant to the Membership Agreement.
5.2 The Member shall input, read and/or authorise Instructions on CMS by following the on screen guide. For any such Instruction to be valid, and before LCH will act upon it, it will need to be confirmed by two separate Authorised Users both of which must have a level of access authorising them to input Instructions and the second of which must have a level of access authorising them to authorise Instructions. The Member acknowledges that all Instructions issued by an Authorised User shall be treated as Client’s agent an authorised instruction to LCH.
5.3 Members can send Instructions to CMS directly via an Authorised System.
5.4 For Instructions sent to CMS directly, an Instruction shall only be treated as inputted to CMS once the Instruction has been inputted by an Authorised User which is registered to input Instructions and LCH has received such Instruction. LCH will confirm that this has been received by sending that Authorised User email confirmation of the same unless that Authorised User has requested not to receive such emails. An Instruction shall only be treated as authorised by the Member on CMS once the Instruction has been authorised by an Authorised User which is registered to authorise Instructions and LCH has received that authorisation. LCH will confirm that this has been received by sending that Authorised User email confirmation of the same unless that Authorised User has requested not to receive such emails. Such emails are not confirmation that any Transaction has been entered into and the Member shall not treat it as such or place any such reliance upon it.
5.5 For Instructions sent to CMS via an Authorised System, an Instruction shall be treated as inputted to CMS once the Instruction has been inputted by an Authorised System which is registered to input Instructions and LCH has received this. An Instruction shall only be treated as authorised by the Member on CMS once the Instruction has been authorised by an Authorised User which is registered to authorise Instructions and LCH has received that authorisation.
5.6 All Instructions are irrevocable once they have been acted upon by LCH and are settled. LCH will use reasonable endeavours to indicate that Instructions are settled by promptly updating the status of those Instructions on CMS. Prior to an Instruction being settled, if a Member gives an instruction attempting to amend or revoke that Instruction then LCH shall use reasonable endeavours to give effect to such amendment or revocation within a reasonable time of its receipt provided that doing so would not be materially prejudicial to LCH in effecting Transactions unless CIF indicates (in the contract note for the relevant Transaction any way.
5.7 The Member recognises and agrees that LCH is not providing any investment advice, recommendation, endorsement or otherwise) that CIF is acting as principal. Unless otherwise disclosed to Client orally or in writing, CIF and its directors and employees will carry out Instruction and effect transactions for the Account as agent for Client and not as principal. Unless otherwise proved any other advice to the contrary, Client acknowledges that Member in relation to any sale or purchase of Securities, Commodities, Futures Contracts and/or Option Contracts effected by CIF pursuant to Client’s Instruction or any Authorized Person on behalf of Client as aforesaid will not result from the selection Transaction or advice in the selection of such Securities, Commodities, Futures Contracts and/or Option Contracts by CIFother Underlying Services.
5.2 Executing brokers. CIF may instruct executing brokers 5.8 The Member warrants, represents and overseas brokers and dealers (including Associates of CIF) in its absolute discretion deem fit undertakes to execute any Transactions and acknowledges LCH that the terms of business of such executing brokers and overseas brokers and dealers it and the applicable Rules Authorised Users and/or any users of any relevant exchange and/or Clearing System on the Authorised System, as appropriate, shall have the full capacity and through which such Transactions are executed authority to give the Instructions and settled shall apply to such enter into the related Transactions.
5.3 Instruction. Any one of the Authorized Persons is hereby authorized by Client to give Instruction in relation to the Account on behalf of Client and Client hereby undertakes with CIF from time to time and at all times to ratify and confirm any Instruction whatsoever given or purported to be given by any of the Authorized Persons for and on behalf of Client including without limitation any Instruction which may be given and purported to be given between the revocation. Client hereby agrees that any Instruction given and purported to be given by any of the Authorized Persons for and on behalf of Client after revocation by Client of his authority shall be valid and effectual in favor of CIF if at the time of the receipt of such Instruction CIF does not have actual notice of such revocation.
Appears in 1 contract
Samples: Access Agreement
Instructions and Transactions. 5.1 Agents. CIF 4.1 PC Securities Limited will act as the Client’s 's agent in effecting Transactions unless CIF PC Securities Limited indicates (in the combined daily statement which includes the contract note notes and receipts for the relevant Transaction or otherwise) that CIF PC Securities Limited is acting as principal. Unless otherwise disclosed to .
4.2 The Client orally or in writing, CIF agrees and its directors and employees will carry out Instruction and effect transactions for the Account as agent for Client and irrevocably consents that PC Securities Limited shall not as principal. Unless otherwise proved be accountable to the contraryClient for any commissions, remuneration, rebates or other benefits which PC Securities Limited may receive from or offer to any person in respect of any Transaction or business conducted with the Client acknowledges that any sale or purchase of Securities, Commodities, Futures Contracts and/or Option Contracts effected by CIF pursuant to on the Client’s Instruction or any Authorized Person on behalf of Client as aforesaid will not result from the selection or advice in the selection of such Securities, Commodities, Futures Contracts and/or Option Contracts by CIFbehalf.
5.2 Executing brokers. CIF may instruct executing brokers and overseas brokers and dealers 4.3 The Client agrees that PC Securities Limited (including Associates PC Securities Limited’s directors, officers, licensed representatives and employees) does not provide any tax, legal or investment advice nor does PC Securities Limited give any advice or offer any opinion or recommendation with respect to the suitability of CIFany Securities or Transactions. The Client agrees that the Client, independently and without reliance on PC Securities Limited, makes his own decisions and judgments with respect to his Instructions.
4.4 The Client or the Client’s Authorized Person(s) may give Instructions to PC Securities Limited (which PC Securities Limited may in its absolute discretion deem fit reject) to execute effect Transactions or other transactions for the Client. PC Securities Limited may act on such Instructions given orally, in writing or electronically which purport, and which PC Securities Limited reasonably believes to come from the Client or the Client’s Authorized Person(s) or to have been given on behalf of the Client. PC Securities Limited will not be under any Transactions and acknowledges duty to verify the capacity of the person(s) giving those Instructions.
4.5 Unless otherwise inform PC Securities Limited in writing, the Client confirms that the terms of business of such executing brokers and overseas brokers and dealers and Client is the applicable Rules of any relevant exchange and/or Clearing System on and through which such Transactions are executed and settled shall apply to such Transactions.
5.3 Instruction. Any one beneficial owner of the Authorized Persons Securities under his Account free from any lien, charge, equity or encumbrance save as created by or under this Agreement and is hereby authorized by Client to give ultimately responsible for originating the Instruction in relation to all Transactions. If, in relation to any particular Transaction in the Account Client’s Account, the Client is not the person or entity (legal or otherwise) ultimately responsible for originating the Instruction or the person or entity (legal or otherwise) that stands to gain its commercial or economic benefit and/or bear its commercial or economic risk, the Client undertakes and agrees to provide information on behalf the identity, address and contact and other details of such person or entity to PC Securities Limited before giving the Instruction to PC Securities Limited. The Client also undertakes and agrees to provide such information to PC Securities Limited, or direct to the relevant exchange, government agencies or regulators within two (2) Business Days of PC Securities Limited’s written request and such undertaking and agreement will survive any termination of this Agreement.
4.6 The Client confirms that until such time as PC Securities Limited receives written notice from the Client to the contrary in respect of one or more specific Transactions, the Client will not give PC Securities Limited any Instruction to sell securities which is a short selling order (as defined in section 1 of Part 1 of Schedule 1 to the SFO) to be executed at or through the Exchange.
4.7 Without prejudice to Clause 4.6 above, in respect of each short selling order to be transacted at or through the Exchange upon the Client’s Instruction, the Client understands the relevant provisions of sections 170 and 171 of the SFO and its related subsidiary legislation and agrees to ensure compliance with the same by the Client and any other relevant persons.
4.8 On all Transactions, the Client hereby undertakes with CIF will pay PC Securities Limited's commissions and charges, as notified to the Client, as well as applicable fees and levies imposed by the Exchange and/or the SFC, and all applicable stamp duties. PC Securities Limited may deduct such commissions, charges, levies, fees and duties from the Account. The Client acknowledges and agrees that the commission rates and fees are determined and set solely by PC Securities Limited, the Exchange, the SFC and other government agencies, and are subject to change from time to time and at any time.
4.9 PC Securities Limited may determine the priority in the execution of the Client’s Instructions having due regard to market practice, applicable regulations and fairness to all times Clients.
4.10 PC Securities Limited may, without prior notice to ratify the Client, combine for execution the Client’s Instructions with the Instructions of other Clients. This may result in a more favorable or less favorable price being obtained for the Client than executing the Client’s Instructions separately. Where there are insufficient Securities to satisfy the Instructions so combined, the Transactions will be allocated between Clients with due regard to market practice and confirm fairness to Clients.
4.11 PC Securities Limited will not be liable for any Instruction whatsoever given delay or purported failure in the transmission of Instructions due to breakdown or collapse of communication facilities or for any other delay or failure, whether within or beyond the control of PC Securities Limited.
4.12 By reason of physical restraints and rapid changes of Securities prices, PC Securities Limited may not always be able to execute the Client’s Instructions in full or at the prices quoted at any specific time or “at best” or “at market” and the Client agrees to be bound by such executions.
4.13 All Instructions in respect of the transactions in the Securities traded on the Exchange given by the Client are good for the day on which they were given. They (or any part of them) will be automatically cancelled if not executed by the close of trading on the Exchange or such other expiration date required by the Exchange. PC Securities Limited may execute these Instructions (whether in whole or in part) at any time prior to their automatic cancellation or receipt of cancellation Instructions, and the Client accepts full responsibility for the Transactions so executed.
4.14 The Client may request to cancel or amend their Instructions in respect of the Authorized Persons for and on behalf of Client including without limitation Transactions but PC Securities Limited may at its discretion (such discretion not to be exercised in an unreasonable manner) refuse to accept any Instruction which such request. These Instructions may be given cancelled or amended only before execution. Cancellation of market Instructions is rarely possible as they are subject to immediate execution. In the case of full or partial execution of the Client’s Instructions before cancellation, the Client accepts full responsibility for the executed Transactions and purported PC Securities Limited shall incur no liability in connection therewith.
4.15 The Client understands and agrees that PC Securities Limited may use a telephone record system to record conversations and Instructions with the Client and the Client’s Authorized Persons. The Client acknowledges and warrants that each Authorized Person also consents to such recording.
4.16 The Client may request PC Securities Limited to subscribe for Securities offerings on the Client’s behalf. PC Securities Limited may be required to provide warranty or make representation in respect of such application, including but not limited to the following:
(a) that PC Securities Limited has due authority to make such application on the Client’s behalf; and
(b) that no other application is being made for the Client’s benefit whether by the Client himself or by any other person other than the application submitted on the Client’s behalf. The Client hereby expressly authorizes PC Securities Limited to provide such warranty and representation to the Exchange or issuer of the relevant Securities. The Client acknowledges that the aforesaid declaration will be relied upon by the issuer of the relevant Securities in deciding whether or not to make any allotment of Securities in response to the application made by PC Securities Limited as the Client’s agent.
4.17 At the Client’s request, PC Securities Limited may provide financial accommodation to facilitate the subscription of Securities offerings, and, where applicable, for the continued holding of those Securities under a separate agreement to be given made between the revocationClient and PC Securities Limited.
4.18 The Client understands that PC Securities Limited generally does not accept stop-loss orders. If such orders are accepted, PC Securities Limited does not guarantee the execution of such orders.
4.19 The Client hereby agrees that PC Securities Limited may, in its discretion and without giving the Client prior notice, prohibit or restrict the Client’s ability to trade Securities through the Account. The Client agrees that PC Securities Limited is not liable for any Instruction given and purported to be given by any of the Authorized Persons for and on behalf of Client after revocation by Client of his authority shall be valid and effectual in favor of CIF if at the time of the receipt losses and/or damages, actual or hypothetical, as a result of such Instruction CIF does not have actual notice of such revocationrestrictions.
Appears in 1 contract
Samples: Client Agreement
Instructions and Transactions. 5.1 Agents. CIF 4.1 Innovest Securities Investment Limited will act as the Client’s 's agent in effecting Transactions unless CIF Innovest Securities Investment Limited indicates (in the combined daily statement which includes the contract note notes and receipts for the relevant Transaction or otherwise) that CIF Innovest Securities Investment Limited is acting as principal. Unless otherwise disclosed to .
4.2 The Client orally or in writing, CIF and its directors and employees will carry out Instruction and effect transactions for the Account as agent for Client and agrees that Innovest Securities Investment Limited shall not as principal. Unless otherwise proved be accountable to the contraryClient for any commissions, remuneration, rebates or other benefits which Innovest Securities Investment Limited may receive from or offer to any person in respect of any Transaction or business conducted with the Client acknowledges that any sale or purchase of Securities, Commodities, Futures Contracts and/or Option Contracts effected by CIF pursuant to on the Client’s Instruction or any Authorized Person on behalf of Client as aforesaid will not result from the selection or advice in the selection of such Securities, Commodities, Futures Contracts and/or Option Contracts by CIFbehalf.
5.2 Executing brokers. CIF may instruct executing brokers and overseas brokers and dealers 4.3 The Client agrees that Innovest Securities Investment Limited (including Associates Innovest Securities Investment Limited’s directors, officers, licensed representatives and employees) does not provide tax, legal or investment advice nor does Innovest Securities Investment Limited give advice or offer any opinion or recommendation with respect to the suitability of CIFany Securities or Transactions. The Client agrees that the Client, independently and without reliance on Innovest Securities Investment Limited, makes his own decisions and judgments with respect to his Instructions.
4.4 The Client or the Client’s Authorized Person(s) may give Instructions to Innovest Securities Investment Limited (which Innovest Securities Investment Limited may in its absolute discretion deem fit reject) to execute effect Transactions or other transactions for the Client. Innovest Securities Investment Limited may act on such Instructions given orally, in writing or electronically which purport, and which Innovest Securities Investment Limited reasonably believes to come from the Client or the Client’s Authorized Person(s) or to have been given on behalf of the Client. Innovest Securities Investment Limited will not be under any Transactions and acknowledges duty to verify the capacity of the person(s) giving those Instructions.
4.5 Unless otherwise inform Innovest Securities Investment Limited in writing, the Client confirms that the terms of business of such executing brokers and overseas brokers and dealers and Client is the applicable Rules of any relevant exchange and/or Clearing System on and through which such Transactions are executed and settled shall apply to such Transactions.
5.3 Instruction. Any one beneficial owner of the Authorized Persons Securities under his Account free from any lien, charge, equity or encumbrance save as created by or under this Agreement and is hereby authorized by Client to give ultimately responsible for originating the Instruction in relation to all Transactions. If, in relation to any particular Transaction in the Account Client’s Account, the Client is not the person or entity (legal or otherwise) ultimately responsible for originating the Instruction or the person or entity (legal or otherwise) that stands to gain its commercial or economic benefit and/or bear its commercial or economic risk, the Client undertakes and agrees to provide information on behalf of Client the identity, address and Client hereby undertakes with CIF from time to time contact and at all times to ratify and confirm any Instruction whatsoever given or purported to be given by any of the Authorized Persons for and on behalf of Client including without limitation any Instruction which may be given and purported to be given between the revocation. Client hereby agrees that any Instruction given and purported to be given by any of the Authorized Persons for and on behalf of Client after revocation by Client of his authority shall be valid and effectual in favor of CIF if at the time of the receipt other details of such person or entity to Innovest Securities Investment Limited before giving the Instruction CIF does not have actual notice of to Innovest Securities Investment Limited. The Client also undertakes and agrees to provide such revocation.information to Innovest Securities Investment Limited, or direct to the relevant exchange, government agencies or regulators within two
Appears in 1 contract
Samples: Client Agreement
Instructions and Transactions. 5.1 Agents. CIF 4.1 GNS will act as the Client’s 's agent in effecting Transactions unless CIF GNS indicates (in the combined daily statement which includes the contract note notes and receipts for the relevant Transaction or otherwise) that CIF GNS is acting as principal.
4.2 The Client agrees that GNS shall not be accountable to the Client for any commissions, remuneration, rebates or other benefits which GNS may receive from or offer to any person in respect of any Transaction or business conducted with the Client or on the Client’s behalf.
4.3 The Client agrees that GNS (including GNS’s directors, officers, licensed representatives and employees) does not provide tax, legal or investment advice nor does GNS give advice or offer any opinion or recommendation with respect to the suitability of any Securities or Transactions. Unless otherwise disclosed The Client agrees that the Client, independently and without reliance on GNS, makes his own decisions and judgments with respect to his Instructions. Should the Client orally or in writingneed investment advice from GNS, CIF and its directors and employees will carry out Instruction and effect transactions for a separate agreement has to be made between the Account as agent for Client and not as principal. Unless otherwise proved to GNS.
4.4 The Client or the contrary, Client acknowledges that any sale or purchase of Securities, Commodities, Futures Contracts and/or Option Contracts effected by CIF pursuant to Client’s Instruction or any Authorized Person on behalf of Client as aforesaid will not result from the selection or advice in the selection of such Securities, Commodities, Futures Contracts and/or Option Contracts by CIF.
5.2 Executing brokers. CIF Person(s) may instruct executing brokers and overseas brokers and dealers give Instructions to GNS (including Associates of CIF) which GNS may in its absolute discretion deem fit reject) to execute effect Transactions or other transactions for the Client. GNS may act on such Instructions given orally, in writing or electronically which purport, and which GNS reasonably believes to come from the Client or the Client’s Authorized Person(s) or to have been given on behalf of the Client. GNS will not be under any Transactions and acknowledges duty to verify the capacity of the person(s) giving those Instructions.
4.5 Unless otherwise inform GNS in writing, the Client confirms that the terms of business of such executing brokers and overseas brokers and dealers and Client is the applicable Rules of any relevant exchange and/or Clearing System on and through which such Transactions are executed and settled shall apply to such Transactions.
5.3 Instruction. Any one beneficial owner of the Authorized Persons Securities under his Account free from any lien, charge, equity or encumbrance save as created by or under this Agreement and is hereby authorized by Client to give ultimately responsible for originating the Instruction in relation to all Transactions. If, in relation to any particular Transaction in the Account Client’s Account, the Client is not the person or entity (legal or otherwise) ultimately responsible for originating the Instruction or the person or entity (legal or otherwise) that stands to gain its commercial or economic benefit and/or bear its commercial or economic risk, the Client undertakes and agrees to provide information on behalf the identity, address and contact and other details of such person or entity to GNS before giving the Instruction to GNS. The Client also undertakes and agrees to provide such information to GNS, or direct to the relevant exchange, government agencies or regulators within two (2) Business Days of GNS’s written request and such undertaking and agreement will survive any termination of this Agreement.
4.6 The Client confirms that until such time as GNS receives written notice from the Client to the contrary in respect of one or more specific Transactions, the Client will not give GNS any Instruction to sell securities which is a short selling order (as defined in section 1 of Part 1 of Schedule 1 to the SFO) to be executed at or through the Exchange.
4.7 Without prejudice to Clause 4.6 above, in respect of each short selling order to be transacted at or through the Exchange upon the Client’s Instruction, the Client understands the relevant provisions of sections 170 and 171 of the SFO and its related subsidiary legislation and agrees to ensure compliance with the same by the Client and any other relevant persons.
4.8 On all Transactions, the Client will pay GNS's commissions and charges, as notified to the Client, as well as applicable fees and levies imposed by the Exchange and/or the SFC, and all applicable stamp duties. GNS may deduct such commissions, charges, levies, fees and duties from the Account. The Client acknowledges and agrees that the commission rates and fees are determined and set solely by GNS, the Exchange, the SFC and other government agencies, and are subject to change at any time.
4.9 GNS may determine the priority in the execution of the Client’s Instructions having due regard to market practice, applicable regulations and fairness to all Clients.
4.10 GNS may, without prior notice to the Client, combine for execution the Client’s Instructions with the Instructions of other Clients. This may result in a more favorable or less favorable price being obtained for the Client than executing the Client’s Instructions separately. Where there are insufficient Securities to satisfy the Instructions so combined, the Transactions will be allocated between Clients with due regard to market practice and fairness to Clients.
4.11 GNS will not be liable for any delay or failure in the transmission of Instructions due to breakdown or collapse of communication facilities or for any other delay or failure beyond the control of GNS.
4.12 By reason of physical restraints and rapid changes of Securities prices, GNS may not always be able to execute the Client’s Instructions in full or at the prices quoted at any specific time or “at best” or “at market” and the Client agrees to be bound by such executions.
4.13 All Instructions in respect of the transactions in the Securities traded on the Exchange given by the Client are good for the day on which they were given. They will be automatically cancelled if not executed by the close of trading on the Exchange or such other expiration date required by the Exchange. GNS may execute these Instructions at any time prior to their automatic cancellation or receipt of cancellation Instructions, and the Client accepts full responsibility for the Transactions so executed.
4.14 The Client may request to cancel or amend their Instructions in respect of the Transactions but GNS may at its discretion (such discretion not to be exercised in an unreasonable manner) refuse to accept any such request. These Instructions may be cancelled or amended only before execution. Cancellation of market Instructions is rarely possible as they are subject to immediate execution. In the case of full or partial execution of the Client’s Instructions before cancellation, the Client accepts full responsibility for the executed Transactions and GNS shall incur no liability in connection therewith.
4.15 The Client understands and agrees that GNS may use a telephone record system to record conversations and Instructions with the Client and the Client’s Authorized Persons. The Client acknowledges and warrants that each Authorized Person also consents to such recording.
4.16 The Client may request GNS to subscribe for Securities offerings on the Client’s behalf. GNS may be required to provide warranty or make representation in respect of such application, including but not limited to the following:
(a) that GNS has due authority to make such application on the Client’s behalf;
(b) that no other application is being made for the Client’s benefit whether by the Client himself or by any other person other than the application submitted on the Client’s behalf. The Client hereby undertakes with CIF from time expressly authorizes GNS to time provide such warranty and at all times representation to ratify and confirm the Exchange or issuer of the relevant Securities. The Client acknowledges that the aforesaid declaration will be relied upon by the issuer of the relevant Securities in deciding whether or not to make any Instruction whatsoever given or purported allotment of Securities in response to the application made by GNS as the Client’s agent.
4.17 At the Client’s request, GNS may provide financial accommodation to facilitate the subscription of Securities offerings, and, where applicable, for the continued holding of those Securities under a separate agreement to be given by any of the Authorized Persons for and on behalf of Client including without limitation any Instruction which may be given and purported to be given made between the revocationClient and GNS.
4.18 The Client understands that GNS generally does not accept stop-loss orders. If such orders are accepted, GNS does not guarantee the execution of such orders.
4.19 The Client hereby agrees that GNS may, in its discretion and without giving the Client prior notice, prohibit or restrict the Client’s ability to trade Securities through the Account. The Client agrees that GNS is not liable for any Instruction given and purported to be given by any of the Authorized Persons for and on behalf of Client after revocation by Client of his authority shall be valid and effectual in favor of CIF if at the time of the receipt losses and/or damages, actual or hypothetical, as a result of such Instruction CIF does not have actual notice restrictions.
4.20 If GNS solicits the sale of such revocationor recommend any Financial Product to the Client, the Financial Product must be reasonably suitable for the Client having regard to the Client’s financial situation, investment experience and investment objectives. No other provision of this Agreement or any other document GNS may ask the Client to sign and no statement GNS may ask the Client to make derogates from this clause.
Appears in 1 contract
Instructions and Transactions. 5.1 Agents. CIF (a) HKSICL will act as the Client’s 's agent in effecting Transactions unless CIF HKSICL indicates (in the combined daily statement which includes the contract note notes and receipts for the relevant Transaction or otherwise) that CIF HKSICL is acting as principal.
(b) The Client agrees that HKSICL shall not be accountable to the Client for any commissions, remuneration, rebates or other benefits which HKSICL may receive from or offer to any person in respect of any Transaction or business conducted with the Client or on the Client’s behalf.
(c) The Client agrees that HKSICL (including HKSICL’s directors, officers, licensed representatives and employees) does not provide tax, legal or investment advice nor does HKSICL give advice or offer any opinion or recommendation with respect to the suitability of any Securities or Transactions. Unless otherwise disclosed The Client agrees that the Client, independently and without reliance on HKSICL, makes his own decisions and judgments with respect to his Instructions. Should the Client orally or in writingneed investment advice from HKSICL, CIF and its directors and employees will carry out Instruction and effect transactions for a separate agreement has to be made between the Account as agent for Client and not as principal. Unless otherwise proved to HKSICL.
(d) The Client or the contrary, Client acknowledges that any sale or purchase of Securities, Commodities, Futures Contracts and/or Option Contracts effected by CIF pursuant to Client’s Instruction or any Authorized Person on behalf of Client as aforesaid will not result from the selection or advice in the selection of such Securities, Commodities, Futures Contracts and/or Option Contracts by CIF.
5.2 Executing brokers. CIF Person(s) may instruct executing brokers and overseas brokers and dealers give Instructions to HKSICL (including Associates of CIF) which HKSICL may in its absolute discretion deem fit reject) to execute effect Transactions or other transactions for the Client. HKSICL may act on such Instructions given orally, in writing or electronically which purport, and which HKSICL reasonably believes to come from the Client or the Client’s Authorized Person(s) or to have been given on behalf of the Client. HKSICL will not be under any Transactions and acknowledges duty to verify the capacity of the person(s) giving those Instructions.
(e) Unless otherwise inform HKSICL in writing, the Client confirms that the terms of business of such executing brokers and overseas brokers and dealers and Client is the applicable Rules of any relevant exchange and/or Clearing System on and through which such Transactions are executed and settled shall apply to such Transactions.
5.3 Instruction. Any one beneficial owner of the Authorized Persons Securities under his Account free from any lien, charge, equity or encumbrance save as created by or under this Agreement and is hereby authorized by Client to give ultimately responsible for originating the Instruction in relation to all Transactions. If, in relation to any particular Transaction in the Account Client’s Account, the person or entity (legal or otherwise) that stands to gain its commercial or economic benefit and/or bear its commercial or economic risk, the Client undertakes and agrees to provide information on behalf the identity, address and contact and other details of such person or entity to HKSICL before giving the Instruction to HKSICL. The Client also undertakes and agrees to provide such information to HKSICL, or direct to the relevant exchange, government agencies or regulators within two (2) Business Days of HKSICL’s written request and such undertaking and agreement will survive any termination of this Agreement.
(f) The Client confirms that until such time as HKSICL receives written notice from the Client to the contrary in respect of one or more specific Transactions, the Client will not give HKSICL any Instruction to sell securities which is a short selling order (as defined in section 1 of Part 1 of Schedule 1 to the SFO) to be executed at or through the Exchange.
(g) Without prejudice to Clause 4(f) above, in respect of each short selling order to be transacted at or through the Exchange upon the Client’s Instruction, the Client understands the relevant provisions of sections 170 and 171 of the SFO and its related subsidiary legislation and agrees to ensure compliance with the same by the Client and any other relevant persons.
(h) On all Transactions, the Client will pay HKSICL 's commissions and charges, as notified to the Client, as well as applicable fees and levies imposed by the Exchange and/or the SFC, and all applicable stamp duties. HKSICL may deduct such commissions, rates and fees are determined and set solely by HKSICL, the Exchange, the SFC and other government agencies, and are subject to change at any time.
(i) HKSICL may determine the priority in the execution of the Client’s Instructions having due regard to market practice, applicable regulations and fairness to all Clients.
(j) HKSICL may, without prior notice to the Client, combine for execution the Client’s Instructions with the Instructions of other Clients. This may result in a more favorable or less favorable price being obtained for the Client than executing the Client’s Instructions separately. Where there are insufficient Securities to satisfy the Instructions so combined, the Transactions will be allocated between Clients with due regard to market practice and fairness to Clients.
(k) HKSICL will not be liable for any delay or failure in the transmission of Instructions due to breakdown or collapse of communication facilities or for any other delay or failure beyond the control of HKSICL.
(l) By reason of physical restraints and rapid changes of Securities prices, HKSICL may not always be able to execute the Client’s Instructions in full or at the prices quoted at any specific time or “at best” or “at market” and the Client agrees to be bound by such executions.
(m) All Instructions in respect of the Transactions given by the Client are good for the day on which they were given. They will be automatically cancelled if not executed by the close of trading on the Exchange or such other expiration date required by the Exchange. HKSICL may execute these Instructions at any time prior to their automatic cancellation or receipt of cancellation Instructions, and the Client accepts full responsibility for the Transactions so executed.
(n) The Client may request to cancel or amend their Instructions in respect of the Transactions but HKSICL may at its discretion (such discretion not to be exercised in an unreasonable manner) refuse to accept any such request. These Instructions may be cancelled or amended only before execution. Cancellation of market Instructions is rarely possible as they are subject to immediate execution. In the case of full or partial execution of the Client’s Instructions before cancellation, the Client accepts full responsibility for the executed Transactions and HKSICL shall incur no liability in connection therewith.
(o) The Client understands and agrees that HKSICL may use a telephone record system to record conversations and Instructions with the Client and the Client’s Authorized Persons. The Client acknowledges and warrants that each Authorized Person also consents to such recording.
(p) The Client may request HKSICL to subscribe for Securities offerings on the Client’s behalf. HKSICL may be required to provide warranty or make representation in respect of such application, including but not limited to the following:
(i) that HKSICL has due authority to make such application on the Client’s behalf;
(ii) that no other application is being made for the Client’s benefit whether by the Client himself or by any other person other than the application submitted on the Client’s behalf. The Client hereby undertakes with CIF from time expressly authorizes HKSICL to time provide such warranty and at all times representation to ratify and confirm the Exchange or issuer of the relevant Securities. The Client acknowledges that the aforesaid declaration will be relied upon by the issuer of the relevant Securities in deciding whether or not to make any Instruction whatsoever given or purported allotment of Securities in response to the application made by HONG KONG SECURITIES (INTERNATIONAL) as the Client’s agent.
(q) At the Client’s request, HKSICL may provide financial accommodation to facilitate the subscription of Securities offerings, and, where applicable, for the continued holding of those Securities under a separate agreement to be given by any of the Authorized Persons for and on behalf of Client including without limitation any Instruction which may be given and purported to be given made between the revocationClient and HKSICL.
(r) The Client understands that HKSICL generally does not accept stop-loss orders. If such orders are accepted, HKSICL does not guarantee the execution of such orders.
(s) The Client hereby agrees that HKSICL may, in its discretion and without giving the Client prior notice, prohibit or restrict the Client’s ability to trade Securities through the Account. The Client agrees that HKSICL is not liable for any Instruction given and purported to be given by any of the Authorized Persons for and on behalf of Client after revocation by Client of his authority shall be valid and effectual in favor of CIF if at the time of the receipt losses and/or damages, actual or hypothetical, as a result of such Instruction CIF does not have actual notice of such revocationrestrictions.
Appears in 1 contract
Samples: Client Agreement